Barnes & Noble Investor Wants a Nook Spinoff for Christmas

Written by: Antoine Gara12/07/12 - 2:18 PM EST

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NEW YORK ( TheStreet) - Barnes & Noble (BKS) should spin off its Nook Media unit of e-readers and e-books, fulfilling a strategy the company said it was exploring at the start of 2012, according to a letter sent by an investor to company management on Friday.

Rick Schottenfeld, head of investment firm the Schottenfeld Group, said in a letter sent to Barnes & Noble that the company should follow through on a proposal to spin its fast growing Nook business into a separate publicly traded company.

The move, Schottenfeld said, would help to the bookseller's strategy and unlock significant shareholder value. A prospective spinoff would also follow through on a plan the company said it was considering in early 2012.

In the Friday letter sent to Barnes & Noble chairman Leonard Riggio, Schottenfeld argued that significant stockholder value is trapped within the company's conglomerate structure, which includes a declining but cash flow positive physical bookstore business and, Nook, its fast-growing but money losing digital books and tablet unit.

Schottenfeld argued Barnes & Noble's mature and cash generating retail unit isn't a good fit with its high growth Nook business in public markets. A spinoff, he said, would give investors reason to pay higher multiples for Barnes & Noble's combined assets. Meanwhile, the investor also argued investing Barnes & Noble's legacy bookstore cash flow into Nook has been a poor use of the company's liquidity.

"Unfortunately, what we are left with today is a dysfunctional business with two divisions that are seemingly at odds with each other," wrote Schottenfeld, in the letter that recommended Barnes & Noble's maximize the free cash flow of its physical book business and return that cash to investors by way of dividends and share repurchases.

Schottenfeld characterized Nook as a growth business with risk and reward characteristics for a different type of investor. "These two companies are attractive to two distinct groups of investors," he wrote, of logic of a spinoff.

There's already indication Barnes & Noble agrees with the assessment, even if it's unwilling to fully commit to a Nook spinoff. In early January, Barnes & Noble said in fiscal 2011 third quarter earnings it was considering a split of Nook from its physical bookstores business.

In May, the company announced it was embarking on a joint venture with Microsoft(MSFT) on Nook where the tech giant would invest $300 million in the e-reader business and feature a Nook app as part of its recently launched Windows 8 platform.

The JV was finalized in October; however, Nook has yet to be spun off into a separate publicly traded company. At the IMN Activist Investor Conference in May, hedge fund Jana Partners said it took an 11% stake in Barnes & Noble on the heels of its consideration to spin Nook into a separate publicly traded company.